Short answer
The Minnesota Secretary of State can confirm that an LLC was formed and is (or was) an active business and can provide copies of its public filings (for example, the Articles of Organization and certified status letters). Those filings rarely list LLC members. To prove a family member was the sole member, most banks will want a combination of:
- a certified copy of the LLC’s Articles of Organization from the Minnesota Secretary of State (showing formation);
- a certified Certificate of Good Standing or Certificate of Status from the Secretary of State (showing the entity existed and was in good standing when issued); and
- internal LLC documents or probate documents that actually show membership or authority to act — for example, the operating agreement, membership certificate, a signed affidavit from the estate’s personal representative, and if the member died, the death certificate plus letters testamentary or letters of administration from probate.
Detailed answer — what the Secretary of State can and cannot provide (Minnesota)
The Minnesota Secretary of State maintains public business records and can provide certified copies of filings made with the office. Common items you can request or download include:
- Articles of Organization (sometimes called Certificate of Organization) — the document that creates the LLC;
- Filed amendments to the Articles of Organization;
- Registered agent and principal office address on file;
- Certificate of Good Standing or Certificate of Status (a certified statement from the Secretary of State that the LLC is/was in existence and its filing obligations were met at the time the certificate issued); and
- Other public filings (for example, a Statement of Change or dissolution paperwork, if filed).
Search the Minnesota business database to pull these records or request certified copies: Minnesota Business Search. For information about certificates and certified copies, see the Secretary of State’s business pages: Minnesota Secretary of State — Business & Liens.
Important limitation: Minnesota’s public filings generally do not list the LLC’s members. The Articles of Organization typically set up the LLC and may identify the organizer or managers, but they usually do not show ownership percentages or whether a particular person was the sole member. That type of ownership detail is normally inside the LLC’s internal records (operating agreement, membership ledger, membership certificates) rather than on the public record.
What banks commonly require
Banks often need both public verification (from the Secretary of State) and proof of who actually owned or controlled the company. Typical items a bank will accept or ask for include:
- Certified Articles of Organization (from the Secretary of State).
- Certified Certificate of Good Standing / Certificate of Status (from the Secretary of State).
- Operating agreement showing the sole member or a membership certificate or membership ledger.
- If the sole member is deceased: the member’s death certificate and certified probate documents (letters testamentary or letters of administration) showing who has authority over the decedent’s assets or estate.
- Photo ID for the person presenting documents, and any bank-specific forms (bank resolutions, signature cards, or affidavits).
If the Secretary of State records don’t show the member
If the SOS filings do not show ownership, you’ll need to present non‑SOS documents that do. Common paths:
- If the LLC kept an operating agreement or member certificate naming the sole member, present a certified copy of that document.
- If the member died and ownership passed to heirs, present the death certificate plus probate letters appointing an executor or administrator. Probate documents are issued by the county court; Minnesota probate law is in Chapter 524: Minn. Stat. ch. 524.
- If the bank requires legal authority that the LLC interest is part of the estate, a court order (probate or quiet title) or an affidavit from the personal representative may be required.
- If the owner transferred membership before death, look for any filed amendments or assignments and the operating agreement language governing transfers.
Practical step-by-step checklist before you go to the bank
- Search the Minnesota business database and download or order certified copies of the Articles of Organization and any amendments: Business Search.
- Order a Certificate of Good Standing / Certificate of Status from the Secretary of State to show the LLC’s existence and compliance as of a certain date.
- Collect the LLC’s internal records that show membership — operating agreement, membership certificate, membership ledger, and recent tax returns showing the owner’s name.
- If the owner died, get an official death certificate and the probate court-issued letters (executor/administrator). If probate hasn’t been opened, consult an attorney about next steps for estate administration or a small estate affidavit (if applicable).
- Bring government photo ID, any bank forms the bank asked you to complete, and certified copies (not just photocopies) of documents where possible. Banks commonly ask for certified copies of public filings and original or certified probate documents.
- If the bank still won’t accept the documentation, ask the bank in writing what additional paperwork it needs. If needed, get a short affidavit from the estate’s personal representative or consult a probate or business attorney for a court determination of ownership.
Relevant Minnesota law and resources
- Minnesota Limited Liability Company Act (public filings and LLC formation): Minn. Stat. ch. 322C.
- Minnesota probate statutes (documents that prove authority after death): Minn. Stat. ch. 524.
- Minnesota business filings and certified copies: Minnesota Secretary of State business portal: Business Search and Business & Liens.
When to get legal help
If the bank refuses to accept the combination of Secretary of State records and estate or LLC documents, or if ownership is contested, talk with a Minnesota probate or business attorney. A lawyer can petition the probate court for a clear order recognizing the estate representative’s authority or can draft affidavits and assignments that the bank will accept.
Helpful Hints
- Order certified copies from the Secretary of State rather than relying on screenshots. Banks usually prefer certified copies.
- Bring originals of probate documents and a few certified photocopies; the bank may keep copies but usually will not keep originals of court-issued letters.
- Ask the bank for a written list of exactly which documents they will accept before you collect everything — that avoids wasted effort.
- If there is no operating agreement, membership may be proven with a membership certificate, tax returns, bank account signatures, or other written evidence; banks vary in what they accept.
- If the LLC was dissolved or administratively dissolved, get the dissolution or reinstatement paperwork from the Secretary of State; a Certificate of Status will show the entity’s standing on a specific date.
- Keep a timeline of events (formation, transfers, death, probate filings) and provide it to the bank to make the paper trail clear.
Disclaimer: I am not a lawyer and this is not legal advice. This article explains general information about Minnesota filings and common bank requirements. For advice about a specific situation or to obtain documents that will meet a particular bank’s requirements, consult a Minnesota attorney or contact the Minnesota Secretary of State.